Terms and conditions

Article 01

Definitions

DevAware

the sole proprietorship of Taylen Doesburg, established in Goes, registered with the Dutch Chamber of Commerce under number 96090685.

Client

any natural or legal person who enters into, or wishes to enter into, an Agreement with DevAware.

Parties

DevAware and the Client jointly.

Agreement

any arrangement between the Parties concerning Services to be performed by DevAware.

Services

including AI audits, AI and automation advice, implementation of automations, development of bespoke AI agents, and maintenance or support, in so far as agreed.

Work Product

delivered documents, configurations, scripts, prompts, workflows, integrations, dashboards and other results of the Services.

In Writing

by letter, email or other electronic means that can be evidenced.

Article 02

Applicability

• These terms and conditions apply to all quotations, offers, Agreements, work and deliveries by DevAware.
• Deviations are valid only if the Parties have expressly agreed them In Writing.
• These terms are directed at business Clients (B2B). Where the Client is a consumer, these terms apply in so far as they do not conflict with mandatory consumer law.
• The Client’s own general terms and conditions are expressly rejected, unless DevAware has confirmed otherwise In Writing.
• If any provision of these terms proves null and void or voidable, the remaining provisions remain in full force. The void provision is replaced by one that approximates the intent of the original as closely as possible.

Article 03

Quotations and formation of the Agreement

• All quotations and offers from DevAware are without obligation, unless expressly stated otherwise.
• A quotation is valid for 30 days from its date, unless stated otherwise.
• The Agreement is formed by the Client’s acceptance of the quotation In Writing, or as soon as DevAware begins performance at the Client’s request.
• Obvious errors or mistakes in quotations or communication do not bind DevAware.

Article 04

Performance of the services

• DevAware performs the Agreement to the best of its insight and ability, as a careful contractor.
• Unless expressly agreed otherwise, the Services carry a best-efforts obligation and not an obligation to achieve a specific result.
• Stated timeframes are target dates and not strict deadlines, unless the Parties have agreed a strict deadline In Writing.
• DevAware is entitled to have (parts of) the work carried out by third parties, provided appropriate care and confidentiality are safeguarded.
• DevAware is not responsible for choices, decisions or actions taken by the Client on the basis of advice or output delivered by DevAware.

Article 05

Client cooperation and responsibilities

• The Client provides, in good time, all data, access, systems, accounts and decisions reasonably required for performance.
• The Client warrants the accuracy, completeness and lawfulness of the data and instructions it supplies.
• Delay or additional cost resulting from incomplete or late cooperation is for the Client’s account.

The Client remains responsible for:

• final checking of output;
• the deployment and use of automations within its own organisation;
• compliance with laws and regulations within its own operations.

Article 06

Rates, additional work, invoicing and payment

• All rates are in euros and exclusive of VAT and other levies, unless stated otherwise.
• DevAware works on the basis of a fixed price, time and materials (hourly rate), or a combination of the two, as set out in the quotation or Agreement.
• Additional work arising from a change of scope, further requirements, additional integrations or delay on the Client’s part is quoted separately or carried out on a time and materials basis.
• DevAware may request an advance payment of 50% of the agreed amount.
• Invoices carry a payment term of 14 days from the invoice date.
• In the event of late payment the Client is in default by operation of law and owes statutory commercial interest (art. 6:119a Dutch Civil Code), plus reasonable extrajudicial collection costs in accordance with the Dutch Decree on compensation for extrajudicial collection costs (BIK).
• In the event of payment arrears, DevAware may suspend the work until payment has been received in full.

Article 07

Changes and additional work

• Change requests are assessed for their impact on planning, cost and scope.
• DevAware is not required to begin a change until the Parties have agreed on its consequences.
• Work outside the original scope counts as additional work.

Article 08

Intellectual property and rights of use

• All intellectual property rights in methods, frameworks, templates, prompts, libraries, scripts and other pre-existing materials developed by DevAware remain with DevAware.
• After payment in full, the Client obtains a non-exclusive, non-transferable, perpetual right to use the Work Product delivered specifically for the Client, for its own internal business operations, unless agreed otherwise In Writing.
• Unless agreed otherwise In Writing, bespoke code and bespoke automations are provided under a licence model in which DevAware retains the source rights and generic components.
• DevAware may reuse generic knowledge, skills and non-confidential lessons learned for other clients.
• The Client may not remove copyright or attribution notices from delivered material, unless agreed otherwise.
• Full transfer of intellectual property rights in bespoke components is possible only by express agreement In Writing and against additional payment.

Article 09

Confidentiality

• The Parties treat all confidential information they receive under the Agreement as strictly confidential.
• Information counts as confidential where this reasonably follows from its nature, content or context, or where it has been designated as such.
• The confidentiality obligation continues after the end of the Agreement for a period of 3 years, or for as long as the information remains confidential.

Exceptions apply to information that:

• is already lawfully in the public domain;
• has been independently developed;
• must be disclosed by law or court order.

Article 10

Privacy, data and processing arrangements

• DevAware processes personal data in line with the GDPR and the DevAware privacy statement.
• Where DevAware acts as a processor within the meaning of the GDPR, the Parties conclude a data processing agreement (DPA), in so far as legally required.
• The Client is responsible for the lawful basis for processing personal data within its own organisation and systems.
• The Client warrants that the data it supplies has been lawfully obtained and shared.

Article 11

Liability

• DevAware is liable only for direct damage that is the immediate result of an attributable failure or unlawful act by DevAware.
• Liability for indirect damage is excluded, including consequential loss, lost profit, lost savings, reputational damage and damage from business interruption.

DevAware is not liable for:

• damage caused by incorrect or incomplete input from the Client;
• damage caused by decisions the Client takes on the basis of AI output or advice;
• failures or errors in third-party platforms or services (such as cloud, API or SaaS providers);
• security incidents outside DevAware’s reasonable sphere of influence.

• DevAware’s total liability per event (or series of connected events) is limited to the amount paid by the Client for the engagement concerned in the 12 months preceding the event causing the damage, with an absolute maximum of €25,000.
• Liability is conditional on the Client reporting the damage In Writing within 30 days of discovery, with sufficient substantiation.
• Any claim for damages lapses no later than 12 months after the event to which the claim relates.

Article 12

Force majeure

• DevAware is not obliged to perform where performance is temporarily or permanently impossible due to force majeure within the meaning of art. 6:75 Dutch Civil Code.
• Force majeure includes: loss of internet or electricity, failures at hosting or cloud providers, cyber incidents beyond reasonable control, government measures, and illness or loss of essential personnel capacity.
• Obligations are suspended for the duration of the force majeure.
• Where the force majeure lasts longer than 60 days, either Party may terminate the Agreement In Writing, in whole or in part, without liability for damages.

Article 13

Term, notice, suspension and termination

• Unless agreed otherwise, an Agreement is entered into for a fixed term or for the duration of a project.
• For ongoing services a notice period of 1 calendar month applies, effective at the end of the current contract period.
• DevAware may suspend performance or terminate the Agreement if the Client is in material default, including default in payment. DevAware will notify the Client of this In Writing.
• The Client may rescind the Agreement if DevAware is in attributable default and remains in default after a notice of default In Writing allowing a reasonable cure period of at least 14 days.
• Work already performed and costs already incurred up to the moment of termination remain payable.

Article 14

Complaints

• Complaints about work performed must be reported In Writing and with reasons within 14 days of discovery.
• Submitting a complaint does not suspend payment obligations.
• The Parties will make an effort to resolve complaints by mutual consultation first.

Article 15

Governing law and competent court

• Dutch law applies exclusively to all legal relationships between the Parties.
• Disputes are submitted to the competent court in the district where DevAware is established, unless mandatory law prescribes otherwise.

Article 16

Final provisions

• DevAware may amend these terms and conditions. Amended terms apply to new Agreements, and to existing Agreements after reasonable notice.
• Where these terms and an Agreement conflict, what has been recorded In Writing in the Agreement prevails.